1 EXHIBIT 10.5.n THIS LEASE made the 6th day of December 2000, between 160 Oser Avenue Associates, a partnership maintaining offices at 684 Broadway, Massapequa, New York 11758, hereinafter referred to as LANDLORD, and MANCHESTER EQUIPMENT CO., INC.,...

1
                                                                  EXHIBIT 10.5.n


     THIS LEASE made the 6th day of December 2000, between 000 Xxxx Xxxxxx
Associates, a partnership maintaining offices at 000 Xxxxxxxx, Xxxxxxxxxx, Xxx
Xxxx 00000, hereinafter referred to as LANDLORD, and MANCHESTER EQUIPMENT CO.,
INC., 00 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx, hereinafter jointly, severally
and collectively referred to as TENANT.

     WITNESSETH, that the Landlord hereby leases to the Tenant, and the Tenant
hereby hires and takes from the Landlord building and premises known as 000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx as more particularly shown on the survey annexed
hereto and made a part hereof, to be used and occupied by the Tenant for general
office use, warehouse, sales, service and assembly of computers, computer
hardware and any and all items related thereto, and for no other purpose, for a
term to commence on November 1, 2000, and to end on October 31, 2005, unless
sooner terminated as hereinafter provided, at the ANNUAL RENT of

                               (See Rider paragraph 34).

all payable in equal monthly instalments in advance on the first day of each and
every calendar month during said term, except the first instalment, which shall
be paid upon the execution hereof.

                          THE TENANT JOINTLY AND SEVERALLY COVENANTS:

     FIRST.--That the Tenant will pay the rent as above provided.

REPAIRS              SECOND.--That, throughout said term the Tenant will take
                     good care of the demised premises, including structure and
                     environs, fixtures and appurtenances, and all alterations,
                     additions and
ORDINANCES           improvements to either; make all repairs in and about the
AND                  same necessary to preserve them in good order and
VIOLATIONS           condition, which repairs shall be, in quality and class,
                     equal to the original work; promptly pay the expense of
                     such repairs; suffer no waste or injury; give prompt
ENTRY                notice to the Landlord of any fire that may occur; execute
                     and comply with all laws, rules, orders, ordinances and
                     regulations at any time issued or in force (except those
                     requiring structural alterations), applicable to the
                     demised premises or to the Tenant's occupation thereof,
INDEMNIFY            any of the Federal, State and Local Governments, and of
LANDLORD             each and every department, bureau and official thereof,
                     and of the New York Board of Fire Underwriters; permit at
                     all times during usual business hours, the Landlord and
                     representatives of the Landlord to enter the demised
                     premises for the purpose of inspection, and to exhibit them
                     for purposes of sale or rental; suffer the Landlord to make
                     repairs and improvements to all parts of the building , and
                     to comply with all orders and requirements of governmental
                     authority applicable to said building or to any occupation
                     thereof; suffer the Landlord to erect, use, maintain,
                     repair and replace pipes and conduits in the demised
                     premises and to the floors above and below; forever
                     indemnify and save harmless the Landlord for and against
                     any and all liability, penalties, damages, expenses and
                     judgments arising from injury during said term to person or
                     property of any nature, occasioned wholly or in part by any
                     acts or acts, omission or omissions of the Tenant, or of
                     the employees, guest, agents, assigns or undertenants of
                     the Tenant and also for any matter or thing growing out of
                     the occupation of the demised premises or of the streets,
                     sidewalks or vaults adjacent thereto; permit, during the
                     six months next prior to the expiration of the term the
                     usual notice "To Let" to be placed and to remain unmolested
                     in a conspicuous place upon the exterior of the demised
                     premises; repair, at or before the end of the term, all
                     injury done by the installation or removal of furniture and
                     property; and at the end of the term, to quit and surrender
                     the demised premises with all alterations, additions and
                     improvements in good order and condition.

                          THIRD.--That the Tenant will not disfigure or deface
MOVING               any part of the building, or suffer to be done, except so
INJURY               far as may be necessary to affix such trade fixtures as
SURRENDER            are herein consented to by the Landlord; the Tenant will
                     not obstruct, or permit the obstruction of the street or
                     the sidewalk adjacent thereto; will not do anything, or
                     suffer anything to be done upon the demised premises which
                     will increase the rate of fire insurance upon the building
                     or any of its contents, or be liable to cause structural
NEGATIVE             injury to said building; will not permit the accumulation
COVENANTS            of waste or refuse matter, and will not, without the
                     written consent of the Landlord first obtained in each
                     case, either sell, assign, mortgage or transfer this lease,
                     underlet the demised premises or any part thereof,
OBSTRUCTION          permit the same or any part thereof to be occupied by
SIGNS                anybody other than the Tenant and the Tenant's employees,
                     make any alterations in the demised premises, use the
                     demised premises or any part thereof for any purpose other
                     than the one first above stipulated, or for any purpose
                     deemed extra hazardous on account of fire risk, nor in
                     violation of any law or ordinance. That the Tenant will not
                     obstruct or permit the obstruction of the light, halls,
                     stairway or entrances to the building, and will not erect
                     or inscribe and sign, signals or advertisements unless and
                     until the style and location thereof have been approved by
                     the Landlord; and if any be erected or inscribed without
                     such approval, the Landlord may remove the same. No water
                     cooler, air conditioning unit or system or other apparatus
AIR                  shall be installed or used without the prior written
CONDITIONING         consent of Landlord.

                          IT IS MUTUALLY CONVENANTED AND AGREED, THAT

                         FOURTH.-If the demised premises shall be partially
                    damaged by fire or other cause without the fault or neglect
                    of Tenant, Tenant's servants, employees, agents, visitors or
                    licensees, the damages shall be repaired by and at the
                    expenses of Landlord and the rent until such repairs shall
                    be made shall be apportioned according to the part of the
                    demised premises which is usable by Tenant. But if such
                    partial damage is due to the fault or neglect of Tenant,
                    Tenant's servants, employees, agents, visitors or licensees,
                    without prejudice to any other rights and remedies of
                    Landlord and without prejudice to the rights of subrogation
                    of Landlord's insurer, the damages shall be repaired by
                    Landlord but there shall be no apportionment or abatement of
                    rent. No penalty shall accrue for reasonable delay which may
                    arise by reason of adjustment of insurance on the part of
                    Landlord and/or Tenant, and for reasonable delay on account
                    of "labor troubles", or any other cause, beyond Landlord's
                    control. If the demised premises are totally damaged or are
  FIRE CLAUSE       rendered wholly  untenantable by fire or other cause, and if
                    Landlord  shall  decide not to restore or not to rebuild the
                    same,  or if the building  shall be so damaged that Landlord
                    shall decide to demolish it or to rebuild it, then or in any
                    of such events  Landlord may,  within ninety (90) days after
                    such fire or other cause, give Tenant a notice in writing of
                    such  decision,  which notice shall be given as in Paragraph
                    Twelve hereof provided, and thereupon the term of this lease
                    shall  expire by lapse of time upon the third day after such
                    notice  is  given,  and  Tenant  shall  vacate  the  demised
                    premises and surrender the same to Landlord. If Tenant shall
                    not  be  in  default   under  this  lease  then,   upon  the
                    termination of this lease under the conditions  provided for
                    in the sentence  immediately  preceding,  Tenant's liability
                    for rent shall cease as of the day  following  the casualty.
                    Tenant hereby expressly waives the provisions of Section 227
                    of the Real  Property  Law and  agrees  that  the  foregoing
                    provisions  of this Article shall govern and control in lieu
                    thereof. If the damage or destruction be due to the fault or
                    neglect of Tenant the debris shall be removed by, and at the
                    expense of, Tenant.

                         FIFTH.-If the whole or any part of the premises  hereby
                    demised  shall  be  taken  or  condemned  by  any  competent
EMINENT             authority for any public use or purpose then the term hereby
DOMAIN              granted  shall  cease from the time when  possession  of the
                    part so taken shall be required for such public purpose and
                    without apportionment of award, the Tenant hereby assigning
                    to the Landlord all right and claim to any such award, the
                    current rent, however, in such case to be apportioned.

LEASE NOT                 SIXTH.-If, before the commencement of the term, the
IN EFFECT            Tenant be adjudicated a bankrupt, or make a "general
                     assignment," or take the benefit of any insolvent act, or
                     if, a Receiver or Trustee be appointed for the Tenant's
                     property, or if this lease or the estate of the Tenant
                     hereunder be transferred or pass to or devolve upon any
                     other person or corporation, or if the Tenant shall default
                     in the performance of any agreement by the Tenant contained
                     in any other lease to the Tenant by the Landlord or by any
                     corporation of which an officer of the Landlord is a
                     Director, this lease shall thereby, at the
 DEFAULTS            option of the Landlord, be terminated and in that case,
                     neither the Tenant nor anybody claiming under the Tenant
                     shall be entitled to go into possession of demised
                     premises,. If after the commencement of the term, any of
                     the events mentioned above in this subdivision shall occur,
                     or if Tenant shall make default in fulfilling any
                    of the covenants of this leases, other than the covenants
                    for the payment of rent or "additional rent" or if the
                    demised premises become vacant or deserted, the Landlord may
                    give to the Tenant ten days' notice of intention to end the
                    term of this lease, and thereupon at the expiration of said
                    ten days' (if said condition which was the basis of said
 TEN DAY            notice shall continue to exist) the term under this lease
 NOTICE             shall expire as fully and completely as if that day were the
                    date herein definitely fixed for the expiration of the term
                    and the Tenant will then quit and surrender the demised
                    premises to the Landlord, but the Tenant shall remain liable
                    as hereinafter provided.





   2
RE-POSSESSION             If the Tenant shall make default in the payment of the
BY LANDLORD          rent reserved  hereunder, or any item of "additional rent"
                     herein mentioned, or any part of either or in making any
                     other payment herein provided for, or if the notice last
                     above provided for shall have been given and if the
                     condition which was the basis of said notice shall exist at
                     the expiration of said ten days' period, the Landlord may
                     immediately, or at any time thereafter, re-enter the
                     demised premises and remove all persons and all or any
                     property therefrom, either by summary dispossess
                     proceedings, or by any suitable action or proceeding at
                     law, or by force or otherwise, without being liable to
                     indictment, prosecution or damages therefor, and
RE-LETTING           re-possess and enjoy said  premises together with all
                     additions, alterations and improvements. In any such case
                     or in the event that this lease be "terminated" before the
                     commencement of the term, as above provided, the Landlord
                     may either re-let the demised premises or any part or
                     parts thereof for the Landlord's own account, or may, at
                     the Landlord's option, re-let the demised premises or any
                     part or parts thereof as the agent of the Tenant, and
                     receive the rents therefor, applying the same first to the
                     payment of such expenses as the Landlord may have
                     incurred, and then to the fulfillment of the covenants of
                     the Tenant herein, and the balance, if any, at the
                     expiration of the term first above provided for, shall be
                     paid to the Tenant. Landlord may rent the premises for a
                     term extending beyond the term hereby granted without
                     releasing Tenant from any liability. In the event that the
                     term of this lease shall expire as above in this
WAIVER               subdivision "Sixth" provided, or terminate by summary
BY TENANT            proceedings or otherwise, and if the Landlord shall not
                     re-let the demised premises for the Landlord's own account,
                     then, whether or not the premises be re-let, the Tenant
                     shall remain liable for, and the Tenant hereby agrees to
                     pay to the Landlord, until the time when this lease would
                     have expired but for such termination or expiration, the
                     equivalent of the amount of all of the rent and "additional
                     rent" reserved herein, less the avails of reletting, if
                     any, and the same shall be due and payable by the Tenant to
                     the Landlord on the several rent days above specified, that
                     is, upon each of such rent days the Tenant shall pay to the
                     Landlord the amount of deficiency then existing. The Tenant
                     hereby expressly waives any and all right of redemption in
                     case the Tenant shall be dispossessed by judgment or
                     warrant of any court or judge, and the Tenant waives and
                     will waive all right to trial by jury in any summary
                     proceedings hereafter instituted by the Landlord against
                     the Tenant in respect to the demised premises. The words
                     "re-enter" and "re-entry" as used in this lease are not
                     restricted to their technical legal meaning.

                         In the  event of a breach or  threatened  breach by the
                    Tenant of any of the  covenants or  provisions  hereof,  the
 REMEDIES ARE       Landlord shall have the right of injunction and the right to
 CUMULATIVE         invoke  any  remedy  allowed  at  law  or in  equity,  as if
                    re-entry,  summary  proceedings  and other remedies were not
                    herein provided for.

                         SEVENTH.--If  the  Tenant  shall  make  default  in the
                    performance of any covenant herein  contained,  the Landlord
                    may immediately, or at any time thereafter,  without notice,
                    perform the same for the account of the Tenant.  If a notice
                    of mechanic's lien be filed against the demised  premises or
 LANDLORD           against  premises  of which the demised  premises  are part,
 MAY PERFORM        for, or purporting to be for,  labor or material  alleged to
                    have been furnished, or to be furnished to or for the Tenant
                    at the  demised  premises,  and if the Tenant  shall fail to
                    take such action as shall  cause such lien to be  discharged
                    within  fifteen  days after the filing of such  notice,  the
                    Landlord  may pay the amount of such lien or  discharge  the
                    same by deposit or by bonding proceedings,  and in the event
                    of such  deposit or bonding  proceedings,  the  Landlord may
                    require the lienor to  prosecute  an  appropriate  action to
                    enforce the lienor's  claim.  In such case, the Landlord may
                    pay any judgment recovered on such claim. Any amount paid or
                    expense  incurred by the Landlord as in this  subdivision of
                    this lease  provided,  and any amount as to which the Tenant
                    shall at any time be in default for or in respect to the use
                    of water, electric current or sprinkler supervisory service,
                    and  any  expense  incurred  or sum  of  money  paid  by the
                    Landlord  by reason of the  failure  of the Tenant to comply
                    with any provision  hereof, or in defending any such action,
                    shall be deemed to be "additional  rent" for the demised
                    premises, and shall be due and payable by the Tenant  to the
                    Landlord  on  the  first  day  of the  next Following month,
 ADDITIONAL         or, at the option of the Landlord,  on the first  day of any
 RENT               succeeding  month.  The  receipt  by the Landlord of any
                    instalment of the regular  stipulated  rent hereunder or any
                    of said "additional rent" shall not be a waiver of any other
                    "additional rent" then due.




                         EIGHTH.--The failure of the Landlord to insist, in any
                    one or more instances upon a strict performance of any of
                    the covenants of this lease, or to exercise any option
    AS TO           herein  contained,  shall not be  construed as a waiver or a
    WAIVERS         relinquishment  for the future of such  covenant  or option,
                    but the same shall continue and remain in full force and
                    effect. The receipt by the Landlord of rent, with knowledge
                    of the breach of any covenant hereof, shall not be deemed a
                    waiver of such breach and no waiver by the Landlord of any
                    provision hereof shall be deemed to have been made unless
                    expressed in writing and signed by the Landlord. Even though
                    the Landlord shall consent to an assignment hereof no
                    further assignment shall be made without express consent in
                    writing by the Landlord.

                         NINTH.--If  this lease be  assigned,  or if the demised
                    premises  or any part  thereof be  underlet  or  occupied by
                    anybody  other than the Tenant the Landlord may collect rent
                    from the assignee,  under-tenant or occupant,  and apply the
  COLLECTION        net amount  collected  to the rent herein  reserved,  and no
  OF RENT           such  collection  shall be deemed a waiver  of the  covenant
  FROM OTHERS       herein  against   assignment  and   under-letting,   or  the
                    acceptance  of the  assignee,  under-tenant  or  occupant as
                    tenant,  or  a  release  of  the  Tenant  from  the  further
                    performance by the Tenant of the covenants  herein contained
                    on the part of the Tenant.

                         TENTH.--This  lease shall be subject and subordinate at
                    all times,  to the lien of the  mortgages now on the demised
  MORTGAGES         premises,  and to all advances  made or hereafter to be made
                    upon the security  thereof,  and subject and  subordinate to
                    the lien of any mortgage or mortgages  which at any time may
                    be made a lien upon the  premises.  The Tenant will  execute
                    and  deliver  such   further   instrument   or   instruments
                    subordinating this lease to the lien of any such mortgage or
                    mortgages  as shall be desired by any  mortgagee or proposed
                    mortgagee.  The Tenant  hereby  appoints  the  Landlord  the
                    attorney-in-fact of the Tenant,  irrevocable, to execute and
                    deliver any such instrument or instruments for the Tenant.

                         ELEVENTH.--All  improvements  made by the  Tenant to or
                    upon the demised premises, except said trade fixtures, shall
  IMPROVEMENTS      when made, at once be deemed to be attached to the freehold,
                    and become the property of the  Landlord,  and at the end or
                    other  expiration of the term,  shall be  surrendered to the
                    Landlord  in as good order and  condition  as they were when
                    installed,  reasonable  wear  and  damages  by the  elements
                    excepted.

                         TWELFTH.--Any notice or demand which under the terms of
                    this lease or under any statute must or may be given or made
  NOTICES           by the parties hereto shall be in writing and shall be given
                    or made by mailing the same by certified or registered mail
                    addressed to the respective parties at the addresses set
                    forth in this lease.

                         THIRTEENTH.--The Landlord shall not be liable for any
                    failure of water supply or electrical current, sprinkler
                    damage, or failure of sprinkler service, nor for injury or
                    damage to person or property caused by the elements or by
 NO LIABILITY       other tenants or persons in said building, or resulting from
                    steam, gas, electricity, water, rain or snow, which may leak
                    or flow from any part of said buildings,  or from the pipes,
                    appliances or plumbing works of the same, or from the street
                    or   sub-surface,   or  from  any  other   place,   nor  for
                    interference with light or other  incorporeal  hereditaments
                    by anybody other than the Landlord,  or caused by operations
                    by or for a governmental  authority in  construction  of any
                    public or quasi-public  work,  neither shall the Landlord be
                    liable for any latent defect in the building.

                         FOURTEENTH.--No  diminution  or abatement  of rent,  or
                    other   compensation   shall  be  claimed  or  allowed   for
                    inconvenience  or  discomfort  arising  from the  making  of
                    repairs  or   improvements   to  the   building  or  to  its
                    appliances,  nor for any space taken to comply with any law,
                    ordinance or order of a governmental  authority.  In respect
                    to the  various  "services,"  if any,  herein  expressly  or
   NO               impliedly  agreed to be  furnished  by the  Landlord  to the
   ABATEMENT        Tenant,  it is agreed that there shall be no  diminution  or
                    abatement  of the  rent,  or  any  other  compensation,  for
                    interruption  or  curtailment  of such  "service"  when such
                    interruption  or  curtailment  shall  be  due  to  accident,
                    alterations or repairs  desirable or necessary to be made or
                    to inability or difficulty in securing supplies or labor for
                    the  maintenance  of such  "service" or to some other cause,
                    not gross  negligence on the part of the  Landlord.  No such
                    interruption  or curtailment of any such "service"  shall be
                    deemed a  constructive  eviction.  The Landlord shall not be
                    required to furnish, and the Tenant shall not be entitled to
                    receive,  any of such  "services"  during any period wherein
                    the Tenant  shall be in default in respect to the payment of
                    rent.  Neither shall there be any abatement or diminution of
                    rent   because  of  making  of  repairs,   improvements   or
                    decorations  to the  demised  premises  after the date above
                    fixed for the  commencement of the term, it being understood
                    that rent shall, in any event,  commence to run at such date
                    so above fixed.

                         FIFTEENTH.--The Landlord may prescribe and regulate the
                    placing of safes,  machinery,  quantities of merchandise and
                    other things.  The Landlord may also  prescribe and regulate
                    which  elevator and entrances  shall be used by the Tenant's
                    employees,  and for the Tenant's shipping.  The Landlord may
  RULES,  ETC.      make such other and further rules and regulations as, in the
                    Landlord's  judgment,  may from time to time be needful  for
                    the safety, care or cleanliness of the building, and for the
                    preservation  of good  order  therein.  The  Tenant  and the
                    employees  and agents of the Tenant will observe and conform
                    to all such rules and regulations.

                         SIXTEENTH.--In  the event that an  excavation  shall be
                    made for building or other  purposes  upon land  adjacent to
                    the demised  premises or shall be  contemplated  to be made,
                    the Tenant shall afford to the person or persons  causing or
                    to cause such excavation,  license to enter upon the demised
  SHORING           premises  for the  purpose of doing such work as said person
  OF WALLS          or persons  shall deem to be  necessary to preserve the wall
                    or walls,  structure or structures upon the demised premises
                    from injury and to support the same by proper foundations.

                         SEVENTEENTH.--No vaults or space not within the
                    property line of the building are leased hereunder. Landlord
                    makes no representation as to the location of the property
                    line of the building. Such vaults or space as Tenant may be
                    permitted to use or occupy are to be used or occupied under
  VAULT SPACE       a revocable  license  and if such  license be revoked by the
                    Landlord as to the use of part or all of the vaults or space
                    Landlord shall not be subject to any liability; Tenant shall
                    not be entitled to any compensation or reduction in rent nor
                    shall this be deemed  constructive or actual  eviction.  Any
                    tax,  fee or charge of municipal  or other  authorities  for
                    such  vaults or space  shall be paid by the  Tenant  for the
                    period of the Tenant's use or occupancy thereof.

                         EIGHTEENTH.--That  during  seven  months  prior  to the
                    expiration of the term hereby granted,  applicants  shall be
                    admitted  at all  reasonable  hours  of the day to view  the
                    premises  until rented;  and the Landlord and the Landlord's
                    agents  shall be  permitted  at any time  during the term to
                    visit and examine  them at any  reasonable  hour of the day,
                    and workmen may enter at any time,  when  authorized  by the
  ENTRY             Landlord or the  Landlord's  agents,  to make or  facilitate
                    repairs in any part of the building;  and if the said Tenant
                    shall not be personally  present to open and permit an entry
                    into  said  premises,  at any time,  when for any  reason an
                    entry therein shall be necessary or  permissible  hereunder,
                    the Landlord or the Landlord's agents may forcibly enter the
                    same without rendering the Landlord or such agents liable to
                    any claim or cause of action for  damages by reason  thereof
                    (if during such entry the Landlord  shall accord  reasonable
                    care to the  Tenant's  property)  and  without in any manner
                    affecting the  obligations  and covenants of this lease;  it
                    is,  however,   expressly  understood  that  the  right  and
                    authority  hereby  reserved,  does not impose,  nor does the
                    Landlord assume,  by reason thereof,  and  responsibility or
                    liability  whatsever  for the  care or  supervision  of said
                    premises,  or any  of the  pipes,  fixtures,  appliances  or
                    appurtenances  therein  contained or therewith in any manner
                    connected.

                          NINETEENTH.--The Landlord has made no representations
                     or promises in respect to said building or to the demised
NO                   premises except those contained herein, and those, if any,
REPRESENTATIONS      contained in some written communication to the Tenant,
                     signed by the Landlord. This instrument may not be
                     changed, modified, discharged or terminated orally.

                         TWENTIETH.--If  the  Tenant  shall  at any  time  be in
                    default  hereunder,  and if the Landlord shall  institute an
                    action or summary  proceeding  against the Tenant based upon
                    such  default,  then the tenant will  reimburse the Landlord
 ATTORNEY'S         for the expense of attorneys' fees and disbursements thereby
 FEES               incurred by the Landlord,  so far as the same are reasonable
                    in  amount.  Also so long as the  Tenant  shall  be a tenant
                    hereunder the amount of such expenses  shall be deemed to be
                    "additional rent" hereunder and shall be due from the Tenant
                    to the Landlord on the first day of the month  following the
                    incurring of such respective expenses.

                         TWENTY-FIRST.--Landlord shall not be liable for failure
                    to give possession of the premises upon commencement date by
                    reason  of  the  fact  that   premises  are  not  ready  for
                    occupancy,  or due to a prior tenant wrongfully holding over
 POSSESSION         or any other  person  wrongfully  in  possession  or for any
                    other  reason:  in such  event the rent  shall not  commence
                    until  possession  is  given or is  available,  but the term
                    herein shall not be extended.



   3
                         THE TENANT FURTHER  COVENANTS:

                         TWENTY-SECOND.--If  the  demised  premises  or any part
                    thereof  consist of a store,  or of a first floor, or of any
  IF A FIRST        part thereof,  the Tenant will keep the sidewalk and curb in
  FLOOR             front thereof clean at all times and free from snow and ice,
                    and will keep  insured in favor of the  Landlord,  all plate
                    glass  therein  and furnish the  Landlord  with  policies of
                    insurance covering the same.

                         TWENTY-THIRD.--If  by  reason of the  conduct  upon the
                    demised premises of a business not herein  permitted,  or if
                    by  reason  of  the  improper  or  careless  conduct  of any
                    business  upon  or use of the  demised  premises,  the  fire
  INCREASED        insurance rate shall at any time be higher than it otherwise
  FIRE INSURANCE    would be, then the Tenant will  reimburse the  Landlord,  as
  RATE              additional  rent  hereunder,  for  that  part  of  all  fire
                    insurance  premiums hereafter paid out by the Landlord which
                    shall  have been  charged  because  of the  conduct  of such
                    business  not so  permitted,  or because of the  improper or
                    careless  conduct of any business upon or use of the demised
                    premises,  and will make such  reimbursement  upon the first
                    day of the month following such outlay by the Landlord;  but
                    this  covenant  shall not apply to a premium  for any period
                    beyond  the  expiration  date of  this  lease,  first  above
                    specified.  In any action or proceeding wherein the Landlord
                    and Tenant are parties,  a schedule or "make up" of rate for
                    the  building on the demised  premises,  purporting  to have
                    been issued by New York Fire  Insurance  Exchange,  or other
                    body making fire insurance  rates for the demised  premises,
                    shall be prima facie  evidence of the facts  therein  stated
                    and of the several  items and  charges  included in the fire
                    insurance rate then applicable to the demised premises.

   WATER RENT            TWENTY-FOURTH.--If  a separate water meter be installed
                    for the demised  premises,  or any part thereof,  the Tenant
                    will keep the same in repair and pay the charges made by the
                    municipality  or water  supply  company for or in respect to
                    the  consumption  of water,  as and when bills  therefor are
                    rendered.  If the demised premises,  or any part thereof, be
                    supplied  with water  through a meter which  supplies  other
                    premises,  the Tenant will pay to the Landlord,  as and when
                    bills are rendered therefor, the Tenant's proportionate part
                    of all  charges  which  the  municipality  or  water  supply
                    company  shall  make for all  water  consumed  through  said
                    meter, as indicated by said meter. Such  proportionate  part
                    shall  be  fixed  by  apportioning  the  respective   charge
                    according to floor area  against all of the  rentable  floor
                    area in the building (exclusive of the basement) which shall
                    have been  occupied  during  the  period  of the  respective
                    charges,  taking  into  account the period that each part of
                    such area was  occupied.  Tenant agrees to pay as additional
  SEWER             rent the Tenant's proportionate part, determined as
                    aforesaid, of the sewer rent or charge imposed or assessed
                    upon the building of which the premises are a part.

                         TWENTY-FIFTH.--That  the Tenant will  purchase from the
 ELECTRIC           Landlord,  if the  Landlord  shall so desire,  all  electric
 CURRENT            current  that the Tenant  requires at the demised  premises,
                    and will pay the  Landlord  for the same,  as the  amount of
                    consumption  shall  be  indicated  by  the  meter  furnished
                    therefor.  The price for said  current  shall be the same as
                    that charged for  consumption  similar to that of the Tenant
                    by the company supplying  electricity in the same community.
                    Payments  shall be due as and when bills shall be  rendered.
                    The Tenant  shall  comply with like rules,  regulations  and
                    contract  provisions as those prescribed by said company for
                    a consumption similar to that of the Tenant.


                         TWENTY-SIXTH.--If there now is or shall be installed in
  SPRINKLER         said building a "sprinkler system" the Tenant agrees to keep
  SYSTEM            the appliances thereto in the demised premises in repair and
                    good  working  condition,  and if the New York Board of Fire
                    Underwriters or the New York Fire Insurance  Exchange or any
                    bureau,  department  or  official  of  the  State  or  local
                    government   requires  or   recommends   that  any  changes,
                    modifications,  alterations or additional sprinkler heads or
                    other  equipment  be  made  or  supplied  by  reason  of the
                    Tenant's  business,  or the  location of  partitions,  trade
                    fixtures,  or other contents of the demised premises,  or if
                    such   changes,   modifications,   alterations,   additional
                    sprinkler heads or other  equipment in the demised  premises
                    are  necessary  to prevent  the  imposition  of a penalty or
                    charge against the full allowance for a sprinkler  system in
                    the fire insurance rate as fixed by said Exchange, or by any
                    Fire Insurance Company,  the Tenant will at the Tenant's own
                    expense,    promptly   make   and   supply   such   changes,
                    modifications,  alterations,  additional  sprinkler heads or
                    other  equipment.  As additional  rent  hereunder the Tenant
                    will pay to the  Landlord,  annually in advance,  throughout
                    the term  $...............,  toward the  contract  price for
                    sprinkler supervisory service.

SECURITY                 TWENTY-SEVENTH.--The sum of  .....NONE..........Dollars
                    is deposited by the Tenant  herein with the Landlord  herein
                    as  security  for  the  faithful   performance  of  all  the
                    covenants and conditions of the lease by the said Tenant. If
                    the  Tenant  faithfully   performs  all  the  covenants  and
                    conditions  on  his  part  to be  performed,  then  the  sum
                    deposited shall be returned to said Tenant.

NUISANCE                 TWENTY-EIGHTH.--This  lease is granted and  accepted on
                    the  especially  understood  and agreed  condition  that the
                    Tenant will conduct his  business in such a manner,  both as
                    regards  noise  and  kindred  nuisances,  as will in no wise
                    interfere with, annoy, or disturb any other tenants,  in the
                    conduct of their several businesses,  or the landlord in the
                    management of the  building;  under penalty of forfeiture of
                    this lease and consequential damages.

                         TWENTY-NINTH.--The  Landlord  hereby  recognizes as the
 BROKERS            broker who  negotiated and  consummated  this lease with the
 COMMISSIONS        Tenant  herein,  and agrees that if, as, and when the Tenant
                    exercises the option, if any, contained herein to renew this
                    lease,  or fails to exercise the option,  if any,  contained
                    therein to cancel this lease,  the Landlord will pay to said
                    broker a further commission in accordance with the rules and
                    commission  rates of the Real Estate Board in the community.
                    A sale,  transfer,  or other  disposition  of the Landlord's
                    interest  in said  lease  shall not  operate  to defeat  the
                    Landlord's obligation to pay the said commission to the said
                    broker.  The Tenant herein hereby represents to the Landlord
                    that  the said  broker  is the  sole  and  only  broker  who
                    negotiated and consummated this lease with the Tenant.

                         THIRTIETH.--The Tenant agrees that it will not require,
  WINDOW            permit,  suffer,  nor allow the  cleaning of any window,  or
  CLEANING         windows,  in the demised  premises from the outside  (within
                    the  meaning  of Section  202 of the Labor  Law)  unless the
                    equipment  and safety  devices  required by law,  ordinance,
                    regulation or rule, including,  without limitation,  Section
                    202 of the New York  Labor Law are  provided  and used,  and
                    unless  the  rules,  or  any   supplemental   rules  of  the
                    Industrial Board of the State of New York are fully complied
                    with;   and  the  Tenant  hereby  agrees  to  indemnify  the
                    Landlord,  Owner, Agent, Manager and/or  Superintendent as a
                    result of the Tenant's requiring,  permitting suffering,  or
                    allowing any window,  or windows in the demised  premises to
                    be cleaned from the outside in violation of the requirements
                    of the aforesaid laws, ordinances, regulations and/or rules.

 VALIDITY                THIRTY-FIRST.--The  invalidity or  unenforceability  of
                    any  provision  of this  lease  shall in no way  affect  the
                    validity or enforceability of any other provision hereof.

 EXECUTION &             THIRTY-SECOND.--In order to avoid delay, this lease has
 DELIVERY           been prepared and submitted to the Tenant for signature with
 OF LEASE           the understanding that it shall not bind the Landlord unless
                    and until it is executed and delivered by the Landlord.

 EXTERIOR OF             THIRTY-THIRD.--The  Tenant will keep clean and polished
 PREMISES           all metal,  trim,  marble and stonework which are a part the
                    exterior of the premises,  using such  materials and methods
                    as the Landlord may direct,  and if the Tenant shall fail to
                    comply with the provisions of this  paragraph,  the Landlord
                    may cause such work to be done at the expense of the Tenant.

PLATE GLASS              THIRTY-FOURTH.--The   Landlord  shall  replace  at  the
                    expense  of the  Tenant  any and  all  broken  glass  in the
                    skylights,   doors  and  walls  in  and  about  the  demised
                    premises. The Landlord may insure and keep insured all plate
                    glass in the  skylights,  doors  and  walls  in the  demised
                    premises,  for and in the name of the Landlord and bills for
                    the premiums  therefor  shall be rendered by the Landlord to
                    the Tenant at such  times as the  Landlord  may  elect,  and
                    shall be due from and payable by the Tenant  when  rendered,
                    and the amount  thereof  shall be deemed to be, and shall be
                    paid as, additional rent.

                         THIRTY-FIFTH.--This  lease and the obligation of Tenant
  WAR               to pay rent hereunder and perform all of the other covenants
  EMERGENCY         and  agreements  hereunder on part of Tenant to be performed
                    shall in nowise be  affected,  impaired  or excused  because
                    Landlord is unable to supply or is delayed in supplying  any
                    service  expressly  or impliedly to be supplied or is unable
                    to make,  or is delayed in making  any  repairs,  additions,
                    alterations  or  decorations  or is  unable  to supply or is
                    delayed in supplying  any  equipment or fixtures if Landlord
                    is   prevented  or  delayed  from  so  doing  by  reason  of
                    governmental   preemption  in  connection  with  a  National
                    Emergency  declared by the President of the United States or
                    in  connection  with any rule,  order or  regulation  of any
                    department or subdivision  thereof of any government  agency
                    or by reason of the  conditions  of supply and demand  which
                    have been or are affected by war or other emergency.

                     THE LANDLORD COVENANTS

 QUIET                   FIRST.--That if and so long as the Tenant pays the rent
 POSSESSION         and  "additional  rent"  reserved  hereby,  and performs and
                    observes the covenants and provisions hereof, the Tenant
                    shall quietly enjoy the demised premises, subject, however,
                    to the terms of this lease, and to the mortgages above
                    mentioned, provided however, that this covenant shall be
                    conditioned upon the retention of title to the premises by
                    Landlord.


                         AND IT IS  MUTUALLY  UNDERSTOOD  AND  AGREED  that  the
                    covenants and agreements contained in the within lease shall
                    be binding upon the parties hereto and upon their respective
                    successors, heirs, executors and administrators.

                         IN  WITNESS  WHEREOF,  the  Landlord  and  Tenant  have
                    respectively  signed and sealed  these  presents the day and
                    year first above written.


                                        000 XXXX XXXXXX ASSOCIATES,

                                        By: /s/ Xxxx Xxxxxxx      [L.S.]
                                            -----------------------
                                                                        Landlord

                                        MANCHESTER EQUIPMENT CO., INC.,

                                        By: /s/ XXXXX XXXXXXXXX     [L.S.]
                                            -----------------------
                                                                          Tenant
                      In presence of:
                  /s/ Xxxxxxxx Xxxxxxxxx



   4

State of New York, County of           ss:
        On              , before me the undersigned, a Notary Public in and for
                        said State, personally appeared , personally known to me
                        or proved to me on the basis of satisfactory evidence to
                        be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


                                          --------------------------------------
                         (signature and office of person taking acknowledgement)

State of New York County of                               ss.:

On                before me, the undersigned, a Notary Public in and for said
                  State, personally appeared The subscribing witness(es) to the
                  foregoing instrument, with whom I am personally acquainted,
                  who, being by me
duly sworn, did depose and say that he/she/they reside(s) in (if the place of
residence is in a city, include the street and street number, if any, thereof):



 that he/she/they know(s)

to be the individual(s)  described in and who executed the foregoing instrument;
that said subscribing witness(es) was (were) present and saw said

execute  the  same:  and  that  said  witness(es)  at the same  time  subscribed
his/her/their name(s) as a witness(es) thereto.

                                  -------------------------------------
                         (signature and office of person taking acknowledgment)


BUILDING

PREMISES

                                Landlord

                  to

                                Tenant

                 LEASE



                                    GUARANTY

     In consideration of the letting of the premises within mentioned to the
Tenant within named, and of the sum of One Dollar, to the undersigned in hand
paid by the Landlord within named, the undersigned hereby guarantees to the
Landlord and to the heirs, successors and/or assigns of the Landlord, the
payment by the Tenant of the rent, within provided for, and the performance by
the Tenant of all of the provisions of the within lease. Notice of all defaults
is waived, and consent is hereby given to all extensions of time that any
Landlord may grant.

        Dated,

                                                                            L.S.


State of New York County of                                     ss:

        On              , before me, the undersigned, a Notary Public in and for
said State,  personally appeared

Personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.

-------------------------------------  (signature  and  office of person  taking
acknowledgment)



                                       4




                                                                          { 15 }

     RIDER TO LEASE dated December 6, 2000 between 000 Xxxx Xxxxxx Associates,as
     ----- -- -----
Landlord, and Manchester Equipment Co., Inc., as Tenant.

--------------------------------------------------------------------------------

     1. Anything  herein,  to the contrary  notwithstanding,  Tenants shall,  at
Tenants'  own  cost  and  expense,  secure  and pay for  all  interior  repairs,
replacements,  utilities,  maintenance  and services  required by Tenants or for
preservation  of the  demised  premises,  including,  but not  limited  to: gas,
electricity, telephone, light, janitorial services, plumbing, wiring, carpentry,
mechanical,  plate glass, electrical,  air-conditioning,  store front, painting,
decorating and maintenance  services,  heat,  fuel,  garbage and waste disposal,
snow removal,  water, hot water and sewer rent. Any fees or deposits for permits
or licenses for machinery,  meters, signs or any other equipment or usage, shall
be made,  secured,  and/or paid for by Tenants at Tenants' own cost and expense.
Except as expressly provided in this Lease, Landlord shall have no obligation to
furnish or perform interior repairs,  maintenance or services; provided however,
that Landlord shall be responsible for so-called  "structural" repairs,  defined
as exterior  walls,  structural  members and  foundation.  As  designated in the
within paragraph,  "utilities"  refers solely to those utilities consumed by the
within  Tenant;  i.e.  the within  Tenant shall have no  responsibility  for the
utilities  consumed  by other  Tenants  in the  building  in which  the  demised
premises are located.

     2.  Anything  herein to the  contrary  notwithstanding,  Tenants are hereby
given permission to erect any sign or signs in and about the demised premises at
Tenant's own cost and expense, provided: (a) Any such sign shall comply with all
rules and regulations of any governmental authority having jurisdiction thereof;
(b) Said sign or signs shall be installed without damage to Landlord's  building
including  signs on each exterior  wall; (c) Upon the removal of any such signs,
all damage occasioned  thereby shall be repaired by Tenants at Tenants' own cost
and expense.

     3.  Tenants  shall  secure,  pay for and  maintain  during the term of this
Lease,   a   policy   of   general   liability   insurance,    (having   limits:
$1,000,000/2,000,000  for bodily  injury;  $100,000 for property  damage) from a
financially  responsible  insurer  licensed  to do  business in the State of New
York; which said policy shall name as protected, the Tenants and Landlord as the
fee owner, as their  respective  interests  shall appear,  and any other parties
designated by Tenants,  and shall contain a waiver of subrogation as against the
Landlord as fee owner.  Tenants shall  deliver to the Landlord a certificate  of
such insurance  policy on or before the beginning of the term of this Lease.  In
any such policy,  the bodily injury coverage shall be written on an "Occurrence"
basis and shall include personal injury coverage; and shall also provide that no
modification, termination or cancellation thereof shall be effective until after
ten (10) days prior  written  notice has been given to Landlord by the insurance
carrier,  to be  forwarded  by  Certified or  Registered  Mail,  Return  Receipt
Requested. In the event of the failure of the Tenant to secure, maintain and pay
for such policy and to provide a certificate thereof to Landlord,  Landlord may,
in Landlord's  sole  discretion,  order such policy and the premium cost thereof
shall be due from Tenant as additional  rent  hereunder or Landlord may elect to
treat such failure as a default  hereunder,  in which case,  Tenant  agrees such
default is a material default of the Lease.
                                       1

     4.  Tenant,  at its cost,  shall  maintain  a policy of  standard  fire and
extended coverage insurance with vandalism and malicious  mischief  endorsements
to the extent of at least eighty [80%] percent of full  replacement  value as to
the demised structure and its environs, defined as follows:  $1,000,000.00.  The
insurance policy shall be issued in the name of Landlord,  Tenant and Landlord's
lender, if any, now or in the future,  as their interests appear.  The insurance
policy shall provide that any proceeds  shall be made payable to the Landlord or
Landlord's  lender,  as Landlord may designate.  The Tenant agrees to assign and
deliver at the  commencement of this Lease said insurance policy to the Landlord
and the said policy and renewal  thereof shall be held by said Landlord.  In the
event the  Tenants  do not pay the  premiums  as they  fall due on said  policy,
Landlord shall have the option of paying said premiums on behalf of Tenants, and
adding the cost thereof to the next month's rent due Landlord under the terms of
this Lease as additional rent and to collect same as "additional rent".

     The  foregoing   insurance  policy  shall  provide  that  no  modification,
termination or  cancellation  thereof shall be effective until after thirty [30]
days  prior  written  notice  has been given to the  Landlord  by the  insurance
carrier, certified mail, return receipt.

     If any  extraordinary  or  excessive  insurance  premium cost is charged to
Landlord  as the  result of the  nature  of  Tenant's  business,  or its use and
occupancy of the demised  premises or an  installation,  condition or alteration
made or maintained by Tenant  therein,  the full cost of such excess  premium or
extraordinary  charge  shall  be borne by and paid by  Tenant.  The  finding  or
"make-up" of rate established by the New York Fire Rating  Organization [or such
other agency having  jurisdiction and responsibility for rating the building for
insurance purposes] shall be admissible as evidence in any action and proceeding
and shall be deemed  conclusive  evidence of the facts therein stated and of the
items and charges  then  applicable  to the  building  and the demised  premises
located therein. The total costs of insurance and the totality of coverage shall
not exceed that which is reasonable and customary.

                                       2





     5. The Tenants  agree to  indemnify  the  Landlord,  as fee owner,  and the
respective officers,  directors,  agents, servants and employees thereof against
and to defend,  save and hold them harmless of and from,  any and all liability,
cost and damage for or arising by reason of any and all claims,  suits or causes
of action for bodily injury,  personal  injury,  death or property damage to any
and all persons in any manner caused by acts, negligence or omissions of, or any
condition created,  caused, permitted or suffered by, the Tenants, its officers,
directors, agents, servants, and employees.

     6. Except for injury,  loss or damage occasioned  directly and specifically
as the result of the Landlord's negligence,  the Landlord shall not be liable or
responsible to the Tenants for the safekeeping of any goods or other property of
the Tenant,  nor for injury to any person or persons or any damage to or loss of
merchandise or other property of the Tenants  occasioned by theft,  fire, water,
power  failure,  accident  or the  bursting,  leaking or running in the  demised
premises of any plumbing,  heating, electrical apparatus, gas, steam or pipes of
any nature, or from any other cause whatsoever;  and except for injury,  loss or
damage  due  to  Landlord's   negligence,   anything   herein  to  the  contrary
notwithstanding,  the Tenant, for itself and its insurers,  releases Landlord of
and from any and all such liability and responsibility.

     7. It is understood  and agreed that under any and all  circumstances,  the
liability of the Landlord  shall not be personal  and  whenever  Tenants,  their
agents,  servants or employees seek or recover any money judgment or other award
of damages against the Landlord from any Court,  administrative body or tribunal
of  competent  jurisdiction,  that  satisfaction  thereof  shall be  solely  and
expressly  limited  to levy  of  execution  against  and  collection  out of the
interest  of the  Landlord in and to the  demised  premises  and/or the land and
building  of which  the  demised  premises  forms a part,  and the  Tenants  for
themselves,  their agents, servant and employees, heirs, successors and assigns,
expressly and specifically relinquishes,  waives and releases any and all rights
to seek,  secure,  recover or collect any portion of such  judgment,  damages or
award against or from the Landlord personally or from any other property, assets
or  estate  of  the  Landlord,  its  heirs,  successors,   officers,  directors,
shareholders, legal representatives, agents, servant, employees or assigns.

     8. In lieu of the Landlord not requiring the Tenant to maintain a policy of
plate glass insurance, it is specifically agreed that the Tenant shall be solely
responsible  for the  replacement  of any  and all  plate  glass  damage  at the
Tenant's  cost and  expense.  In the event the Tenant  fails to  replace  and or
repair plate glass within a reasonable time after damage  thereto,  the Landlord
shall have the right to repair said plate glass damage,  and in such event,  the
landlord  is hereby  authorized  to add the cost of such  repair to any  regular
installment of rent thereafter becoming due, as additional rent.

     9.  Tenants  shall bear and pay to the Landlord as  additional  rent during
each Lease year, the cost to Landlord of the following:

                                       3





     A.  Commencing  with the rental due November 1, 2000, the fixed annual rent
hereinbefore set forth for each fiscal year of this Lease  (hereinafter a "lease
year") shall be increased by additional rental in an amount equal to one hundred
[100%] percent of the amount expended for taxes,  [as hereinafter  defined],  in
such Lease year.


     Such  additional  rental shall be paid by the Tenants  within  fifteen (15)
days after the  Landlord  shall have  served  upon  Tenants a written  statement
thereof. The Tenants or their authorized  representative shall have the right to
inspect  the books of the  Landlord  during its regular  business  hours for the
purpose of verifying the information set forth in the statement submitted by the
Landlord  pursuant to this  paragraph  provided  that  written  request for such
inspection  shall be made by the Tenants  within ten (10) days after the receipt
of such statement.  For purposes of this paragraph,  the term "Taxes" means real
estate taxes,  transfer  taxes,  vault charges and other  governmental  taxes or
charges,  special,  ordinary or  extraordinary,  foreseen or unforeseen (but not
income,  franchise,  inheritance  or  capital  stock  taxes)  which  may  now or
hereafter  be levied or assessed  against the lands and  buildings  of which the
demised  premises  form a part  thereof.  In the  event  the tax  year  does not
correspond with a Lease year,  equitable  proration shall be made in determining
the amount expended in respect of such period.

     (a) Every  "lease  year"  during the term  hereof  shall be for a period of
twelve  (12)  full  calendar  months,  except  that the last  Lease  year  shall
terminate on the date this Lease expires or is otherwise terminated.

     (b) In the event  that as the  result  of  changes  in the  laws,  enabling
statutes or other code,  rules or regulations,  including but not limited to the
Internal Revenue Code, taxes or other levies or assessments against gross rental
income shall be  substituted  in whole or in part for any real property taxes or
assessments  presently applicable to real property,  then and to the extent that
such taxes shall be and  constitute a  substitute  for the real  property  taxes
against the premises of which the demised premises forms a part, such substitute
tax or assessment  shall be included in and considered part of the real property
taxes for the purposes of calculating  the portion thereof to be paid by Tenants
as additional rent hereunder.

     10. A. The amount of all such additional rent shall be due and payable with
the next regular monthly installment of rent following the submission to Tenants
of a xxxx,  together with the  calculation of additional  rent due,  therefor by
Landlord.

     B. A copy of the  official  tax  xxxx,  insurance  premium  xxxx  or  other
statement  or  invoice  for a charge  or  expense  to  Landlord  shall be deemed
sufficient  and conclusive  evidence of the amount of such charge or expense,  a
percentage of which is payable by Tenant to Landlord as additional rent.

                                       4





     C. If any  extraordinary or excessive  insurance premium cost is charged to
Landlord  as the  result of the  nature  of  Tenant's  business,  or its use and
occupancy of the demised  premises or an  installation,  condition or alteration
made or maintained by Tenant  therein,  the full cost of such excess  premium or
extraordinary  charge  shall be borne by and paid by  Tenants.  The  finding  or
"make-up" of rate established by the New York Fire Rating  Organization (or such
other agency having  jurisdiction and responsibility for rating the building for
insurance purposes) shall be admissible as evidence in any action and proceeding
and shall be deemed  conclusive  evidence of the facts therein stated and of the
items and charges  then  applicable  to the  building  and the demised  premises
located therein. The total costs of insurance and the totality of coverage shall
not exceed that which is reasonable and customary.

     D. The portion of the  Landlord's  costs or charges  payable as  additional
rent by Tenants shall be apportioned on the basis that the first Lease year, the
last  Lease  year or any Lease year does not  coincide  with the fiscal  year to
which any such charge is applicable.

     11. It is  specifically  agreed that in the event of the default by Tenants
in the  performance of this Lease or the payment when due of any  installment of
rent or additional  rent or any other sum due under this Lease,  the Landlord is
expressly authorized,  empowered,  directed and entitled to use, apply or retain
as Landlord's  sole  property  that portion or all of the security  deposited by
Tenants  on the  signing  of this  Lease to the  extent  necessary  to cure such
default or to reimburse  Landlord for any sum which he may expend or be required
to expend by reason of Tenant's default. All or any portion of the said security
deposit  thus used or applied by Landlord  shall be made up and  redeposited  by
Tenants  forthwith  on demand to the  original  amount of the  security  deposit
required  under this Lease.  The security  deposit to be made  hereunder and any
additions  thereto,  shall be deposited  by the Landlord in a separate  interest
bearing savings  account,  and all interest  accruing thereon shall be deemed as
additional  security,  and  held  by  the  Landlord  pursuant  to  the  security
provisions of the within Lease.

     12.  Tenants agree that if Landlord  shall pay or be compelled to pay a sum
of money or to perform any act that requires the payment of money,  by reason of
the  failure  of the  Tenant to keep,  observe,  or  perform  any of the  terms,
covenants and provisions  herein contained to be kept,  observed or performed by
the Tenants,  other than the payment of rent, then and in such event, the sum or
sums so paid by the Landlord shall,  upon Landlord's  demand, be paid by Tenants
to Landlord as additional  rent,  with  interest  thereon at the maximum rate of
interest allowable on the date of such demand,  together with the installment of
the monthly base rent next due from date of said demand.

                                       5





     13. Any and all  notices,  consents and other  communications  which either
party may desire or be required  to give to the other  shall be in writing  and,
except as otherwise  herein  specifically  provided,  shall be sent by Certified
Mail, Return Receipt Requested,  addressed to the party for whom intended at the
address  first herein above set forth or at such other address as such party may
designate  for such purpose by notice duly given to the other.  All such notices
shall be deemed to have been duly given on the third  business day following the
date of the deposit thereof,  securely  enclosed in a postpaid wrapper addressed
as above, in an official depository maintained for mailing purposes by the U. S.
Post Office Department (or its successor postal agency).

     14. If any term,  condition  or  provision  of the printed  portion of this
Lease  shall  be  inconsistent   with  a  provision  of  this  Rider,  then  the
inconsistent  portions of the printed  Lease form shall be deemed  superseded by
the provisions set forth in this Rider.  Wherever  appropriate for good usage or
meaningful interpretation,  terms expressed in the neuter, masculine or feminine
gender shall be deemed interchangeable, as shall terms expressed in the singular
or plural be deemed interchangeable.

     15. In the event  that any  payment  provided  to be made  hereunder  shall
become overdue in excess of ten (10) days as additional  rent,  Tenant shall pay
to the  Landlord a late charge of five (.05) cents for each dollar so overdue to
compensate Landlord for expenses incurred in handling such delinquent payment or
payments. The charges hereunder shall be due and owing regardless of application
of security pursuant to paragraph "10".

     16. On the written  request of either  party,  the Landlord and the Tenants
each  covenant  and agree to execute,  seal,  acknowledge  and deliver  unto the
other,  within ten (10) days of written request,  a certificate  attesting:  (a)
Whether this Lease is current and in full and continuing  force and effect;  (b)
Whether there are any defaults,  arrears,  set-offs,  claims,  counter-claims or
defenses to or against the full  enforcement of any of the terms,  covenants and
conditions  to be paid and  performed  hereunder;  (c) To the amount of the rent
then being paid and the dates of the  commencement  and  expiration  of the term
hereof;  (d) To the  period  for which and the amount of the rent which has then
been  prepaid;  and  (e)  Whether  the  other  party  has  fully  performed  all
obligations on its part to be performed.

     17. It is  specifically  understood and agreed that any item required to be
paid by Tenants,  including  additional rent or payments for defaults,  shall be
deemed rent,  and upon the failure of Tenants to pay the same when due, it shall
be deemed  equivalent  to a default  in the  payment  of rent and shall  entitle
Landlord to invoke any and all remedies as in the case of non-payment of rent.

                                       6





     18. In any case where Landlord brings any action or summary  proceeding for
any default of the Tenants  hereunder,  whether for the  non-payment  of rent or
additional  rent or any other default,  Landlord shall be entitled to reasonable
attorney's fees if successful; plus filing fees, sheriff's fees, if any, for any
one  action or  proceeding.  Parties  each  waive  trial by jury in any  summary
proceeding.


     19.  The  Tenants  shall  have the right to contest  any real  estate  tax,
special  assessments  or other  governmental  charges  levied  against  the real
property of which the demised  premises are a part,  by writ of  certiorari,  or
otherwise,  in the same manner as provided by law for the owner of the  property
to contest the same upon condition that the Tenants shall pay,  immediately upon
billing, such real estate taxes, special assessments or other government charges
(looking  to the  taxing  authorities  for a  refund  thereafter),  and upon the
further  condition that the cost of such proceeding shall be borne solely by the
Tenants and the Tenants shall hold the Landlord free and harmless from any cost,
penalties, interest, damages or other liability otherwise incurred as the result
thereof.  Landlord  shall,  at Tenant's  request,  execute such documents as are
reasonably necessary to carry out the foregoing.  In the event the Tenant should
be successful  in contesting as aforesaid,  the result of which creates a refund
to the landlord, the following shall apply:

     Upon receipt by the Landlord of such refund,  the Landlord  shall return to
the Tenant the costs and  expenses  incurred  by the  Tenant in  obtaining  such
refund.  The Tenants shall have a similar right to contest  insurance  costs and
any other costs charged pursuant to paragraphs "8" and "9".

     20. Ceiling lighting fixtures shall not be deemed trade fixtures,  and upon
installation, the same shall become, be and remain Landlord's sole property. All
light bulbs, tubes,  ballasts,  starters,  switches,  lenses and grills for such
ceiling fixtures,  and the servicing and maintenance  thereof shall at all times
be solely the obligation of Tenant.

     21. A. Tenant  covenants and agrees that it will occupy the entire  demised
premises,  and will  conduct  its  business  in the  regular  and usual  manner,
throughout  the  term  of this  Lease.  Tenants  acknowledge  that  Landlord  is
executing this Lease in reliance upon these covenants,  and that these covenants
are a material  element of  consideration  inducing the Landlord to execute this
Lease. Tenant further agrees that if it vacates the demised premises or fails to
so conduct  its  business  therein,  at any time  during the term of this Lease,
without the prior written consent of the Landlord,  then all rent and additional
rent reserved in this Lease from the date of such breach to the expiration  date
of this Lease, shall become immediately due and payable to Landlord.

                                       7





     B. The parties  recognize  and agree that the damage to Landlord  resulting
from any breach of the covenants in  subdivision  (a) hereof will be substantial
and will be greater  than the rent  payable  for the balance of the term of this
Lease, and will be impossible of ascertainment. The parties, therefore, agree as
follows:

     1. In the event of a breach or threatened breach of the said covenants,  in
addition to all of Landlord's other rights and remedies,  at law or in equity or
otherwise,  Landlord  shall have the right of  injunction  to preserve  Tenant's
occupancy  and use. The words "become  vacant or deserted" as used  elsewhere in
this Lease shall  include  Tenant's  failure to occupy or use as by this Article
required.

     2. If Tenants breach either of the covenants in subdivision (a) above,  and
this Lease be terminated because of such default,  then,  anything in this Lease
as to the contrary notwithstanding:

     (a) Landlord shall have the right to re-enter the demised premises,  and to
alter,  reconstruct  and rent all or any part of the premises,  at any rental to
which  Landlord  shall agree,  for any portion of or beyond the original term of
this Lease.

     (b) Any income  received  by Landlord  on any such  re-rental  shall be the
property of the Landlord alone,  as compensation  for the expenses in connection
with the preparation and re-renting of the demised space, and, together with the
rents and additional rents payable as aforesaid,  as liquidated  damages for the
breach of Tenants, which damages cannot be computed, as aforesaid. Tenants shall
have no right to any portion of such income.

     22. In any action or summary proceeding brought by Landlord against Tenants
under this Lease (or any renewal, extension,  holdover or modification thereof),
for  non-payment of rent or additional  rent, the Tenant hereby waives the right
to  interpose,  and  expressly  covenants  and  agrees  not  to  interpose,  any
counterclaim  or set-off  of  whatever  nature or  description.  The  foregoing,
however,  shall not be deemed or  constitute a waiver of the  Tenant's  right to
commence and prosecute a separate action against Landlord on a bona-fide claim.

     23.  Every  "Lease  Year"  during the term hereof  shall be for a period of
twelve  (12)  full  calendar  months,  except  that the last  Lease  year  shall
terminate on the date this Lease expires or is otherwise terminated.

                                       8





     24. The fixed annual rent hereinafter  provided is intended to be and shall
be absolutely  net to Landlord.  It is the intention of the parties  hereto that
all expenses,  costs and obligations of the parties hereto, all expenses,  costs
and  obligations  of every kind and nature  whatsoever  relating  to the demised
premises,  (with the  exception  of the base real  estate  taxes and  structural
repairs  as defined  herein),  shall be paid by Tenants  either  directly  or as
additional  rent so that this Lease shall yield to Landlord the net fixed annual
rent specified during the term of this Lease.

     25. If any term or  provision of this Lease or the  application  thereof to
any person or circumstances  shall, to any extent,  be invalid or unenforceable,
the  remainder of this Lease,  or the  application  of such term or provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Lease shall be valid and be enforced to the  fullest  extent  permitted  by
law.

     26.  Tenants  agree not to allow or permit  during the  demised  term,  any
mechanic's or other lien for work, labor and services and/or materials furnished
or otherwise to attach to and become a lien upon the premises as a result of any
work done by or on behalf of  Tenants.  If such lien  shall so  attach,  Tenants
shall within  thirty (30) days after notice  thereof,  either pay or satisfy the
same or  procure  the  discharge  thereof  of  record  in such  manner as may be
permitted or provided by law.  Should  Tenants  fail or refuse to discharge  any
such lien within the period herein provided,  then Landlord is hereby authorized
to add the amount of the said lien to any regular installment of rent thereafter
becoming due as additional rent.

     27. During the entire term of this Lease,  the Tenants shall be required to
keep in full force and effect all  necessary  Certificates  of Occupancy for the
purposes for which the demised premises are rented,  permits and other approvals
or consents required by any governmental  authority having jurisdiction over the
business  conducted  by the Tenants as set forth in the  purpose  clause of this
Lease.  The Landlord  represents that the present zoning of the demised premises
is "C8".

     28.  Should any conflict in language or  interpretation  occur  between the
printed  provisions of this Lease,  the parties agree that the provisions in the
Rider shall prevail. All reference to paragraphs as set forth in the Rider shall
refer to  paragraphs  so  indicated  in the Rider and not to  paragraphs  in the
printed portion of this Lease, unless so designated or unless the context of the
Rider is intended to designate the printed portion of this Lease.

     29. This Lease  contains all of the agreements  and  understandings  of the
parties and cannot be amended or modified except by a written agreement.

     30. The unenforceability,  invalidity or illegality of any provision of the
Lease shall not render the other provisions unenforceable, invalid or illegal.

     31.  This Lease  shall not be  recorded.  No  Memorandum  shall be recorded
without the express written consent of the Landlord.

                                       9




     32.  Tenants  covenant that the demised  premises will not be used so as to
interfere with other Tenants in the same building.

     33. In the event the Tenants do not vacate the premises upon the expiration
date of this Lease, then and in that event, the Tenants shall remain as month to
month Tenants at a monthly rental 100% greater than the last monthly rental paid
during the term of the Lease.  Nothing herein shall grant the Tenants a right to
holdover after the expiration of the Lease term.

     34.  The  annual  base rent for the years of the term of the  within  Lease
shall be as follows:

                                            Annual
                                            ------

Nov, 1, 2000 to Oct. 31, 2001       $336,000.00 - monthly $28,000.00,
Nov. 1, 2001 to Oct. 31, 2002       $352,800.00 - monthly $29,400.00,
Nov. 1, 2002 to Oct. 31, 2003       $370,440.00 - monthly $30,870.00,
Nov. 1, 2003 to Oct. 31, 2004       $388,962.00 - monthly $32,413.50,
Nov. 1, 2004 to Oct. 31, 2005       $408,410.00 - monthly $34,034.17.


     35.  Notwithstanding  any  provision of the within  Lease to the  contrary,
written  consent of the Landlord to an assignment  of the within  Lease,  and/or
sub-Lease of a portion of the demised premises,  shall be required. The Landlord
shall not  unreasonably  withhold  its consent to such  assignment  or sub-Lease
provided the then Tenant has complied with the following terms and conditions:

     (a) The within  Tenants  shall not be in default as to any of the terms and
conditions of the within Lease, and the Lease shall be in full force and effect.

     (b)  The  within   Tenants  shall  notify  the  Landlord  of  the  proposed
assignment,  or  sub-Lease,  which  notice shall be forwarded to the Landlord by
Certified Mail,  Return Receipt.  Said notice shall be mailed to the Landlord no
less than thirty (30) days prior to the proposed  assignment or sub-Lease.  Said
notice  shall  contain  the  name  and  address  of  the  proposed  assignee  or
sub-lessee, and if said assignee or sub-lessee is a corporation, the name of the
principal of said corporation, the date of the proposed assignment or sub-Lease,
and the proposed use of the premises by the assignee.

     (c) The use of the demised premises by the proposed  assignee or sub-lessee
shall be  substantially  similar to the Tenant's use and purpose provided for in
the within Lease.

                                       10





     (d) The assignment of Lease or sub-Lease shall be delivered to the Landlord
accompanied by an Assumption  Agreement,  if an assignment,  both in proper form
for recording, said delivery to the Landlord to be mailed Certified mail, Return
Receipt, within one (1) week of such assignment.

     (e) Such assignment or sub-Lease shall in no manner discharge the Tenant or
any  subsequent  Tenants  herein from any  liability  or  obligation  whatsoever
created by the within Lease,  and such liability and  obligation  shall continue
for the remainder of the within Lease.

     (f) If Tenants are a corporation, any dissolution, merger, consolidation or
reorganization of Tenant or the sale or other transfer of fifty (50%) percent or
more of the capital stock of the Tenant shall be deemed an assignment  under the
terms of this  paragraph  subject to all of the terms and  conditions  specified
herein; provided, however, that transfers of capital stock of the Tenant between
presently existing  shareholders of the Tenant, or transfers of capital stock to
members of the immediate family of the present shareholders of the Tenant, shall
not be deemed an assignment pursuant to the terms of the within paragraph.

     (g) If the  Tenants  are a  corporation,  or  this  Lease  is  subsequently
assigned to a  corporation,  the Tenant shall  furnish the Landlord  with a true
copy of a resolution duly adopted by the board of directors of such  corporation
authorizing the corporation to enter into this Lease.

     (h) The  Tenants  shall  be  responsible  for  the  payment  of  reasonable
attorney's  fees to the Landlord's  attorney for review of all documents and the
preparation of any additional  documents,  if necessary,  which  attorney's fees
will not exceed $750.00, plus any and all disbursements incurred.

     (i) That  simultaneously  with said  assignment  there shall be paid to the
Landlord,  as  additional  security,  a sum equal to two (2)  months of the then
applicable  rent,  and same shall be held by the  Landlord  pursuant to the same
terms as the security  recited herein in Lease  paragraph  "27".  This provision
shall apply to each and every assignment or sub-Lease of the within Lease.

                                       11





     36. Defaults and remedies.  A. If (1) Tenants default in the payment of any
rent or any additional  rent and such default  continues for five (5) days after
written  notice from Landlord or its agent or (2) Tenant  defaults in fulfilling
any of the covenant or agreements or any rules or  regulations  of this Lease on
its part to be kept or  performed  and such  default is not made good within ten
(10) days after  written  notice  from  Landlord  or its agent,  or within  such
additional  time as Tenant may be  prevented  from making good the default as is
caused  by  delays  attributable  to  strikes,  labor  troubles,  acts  of  God,
governmental  prohibitions and similar causes beyond Tenant's control, or (3) If
this Lease is  transferred  to or devolve upon any person or  corporation  other
than Tenant,  except as may be specifically  permitted by this Lease, or if this
Lease is mortgaged or assigned without the written consent of the Landlord, then
and in any of such events  mentioned in this  subparagraph "A" the term thereof,
shall  thereupon ipso facto expire and come to an end as if such  expiration was
so fixed by the terms of this  Lease on the fifth  (5th) or tenth  (10th) day of
such default as mentioned in (1) and (2) above and upon the occurrence mentioned
in (3) above and Landlord may re-enter upon the demised  premises either with or
without  process of law and remove all persons  therefrom  and Tenant shall quit
and  surrender  the  same  to  Landlord  and  Tenants  shall  remain  liable  as
hereinafter provided. In the event Tenants shall fail, neglect or refuse to quit
and  surrender  the  demised  premises  upon  receipt  of notice  from  Landlord
declaring  the term  hereof at an end,  then  Landlord  may  commence  a summary
proceeding to remove Tenant from the premises as a holdover.  If pursuant to (2)
the default is of such a nature that it cannot be cured within ten (10) days, if
Tenant  commences  to cure  such  default  within  ten (10)  days  and  proceeds
diligently  to remedy such  default,  the  Landlord  shall not have the right to
terminate this Lease.

     B. If Tenants shall abandon the demised  premises or if the premises become
and remain  vacant or deserted for a period of fifteen (15) days, or if the term
of this Lease shall expire as hereinabove  provided,  or if Tenant fails to take
possession  of  the  demised   premises   within   forty-five  (45)  days  after
commencement  of the term of this  Lease,  Landlord  may  re-enter  the  demised
premises and remove  Tenant or its legal  representatives  or other  occupant by
summary  proceedings or otherwise and Tenant hereby waives the service of notice
of intention or to institute legal proceedings to that end.

12





     C.  In  case of any  re-entry,  expiration  and/or  dispossess  by  summary
proceedings or otherwise,  the rent shall become due thereupon and be paid up to
the time of such  re-entry,  dispossess  and/or  expiration,  together with such
expenses as Landlord may incur for legal  expenses,  attorneys  fees,  brokerage
and/or putting the demised premises in good order, or for preparing the same for
re-rental;  Landlord may relet the premises or any part or parts thereof  either
in the name of  Landlord  or  otherwise,  for a term or terms  which  may at the
Landlord's  option be less than or exceed the period  which may  otherwise  have
constituted  the  balance  of the term of this  Lease and may  grant  reasonable
concessions,  or free rent;  and Tenant or the legal  representatives  of Tenant
shall also pay  Landlord  as  liquidated  damages  for the  failure of Tenant to
observe and perform said Tenant's  covenants  herein  contained,  and deficiency
between all rent or  additional  rent hereby  reserved  and/or  covenanted to be
paid,  with  percentage  rental  computed  for the  balance  of the term for the
purpose of this article at the average  annual  percentage  rent for the two (2)
full Lease years  preceding the default or re-entry and the net amount,  if any,
of the rents collected on account of the Lease of the demised premises, for each
month of the period which would  otherwise have  constituted  the balance of the
terms of this Lease. In computing such  liquidated  damages there shall be added
to the said  deficiency  such expenses as Landlord may incur in connection  with
reletting, such as reasonable legal expenses,  attorneys fees, brokerage and for
keeping  the  demised  premises  in good  order  or for  preparing  the same for
reletting.  Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent days specified in this Lease. Any suit brought to collect the
amount of the deficiency for any month shall not prejudice in any way the rights
of Landlord  to collect the  deficiency  for any  subsequent  month by a similar
proceeding.  Landlord at Landlord's option may make such  alterations,  repairs,
replacements and/or decorations in the demised premises;  and the making of such
alterations,  repairs,  replacement  and/or  decorations shall not operate or be
construed to release  Tenant from  liability  hereunder as  aforesaid.  Landlord
shall  not be  liable  for  failure  to relet the  demised  premises.  The words
"re-enter"  or "re-entry" as used in this Lease shall not be restricted to their
technical  legal meaning.  Any rents or other income received by Landlord on any
such re-rental  shall be the property of Landlord alone and Tenant shall have no
right to any portion of such income.  In the event that the Tenant is successful
in any  proceeding  brought  pursuant  to the  provisions  hereof,  it  shall be
entitled to its reasonable legal fees.

     D. In the event of a breach or  threatened  breach by Tenants of any of the
covenants  or  provisions  of this  Lease,  Landlord  shall  have  the  right of
injunction  and the right to invoke  any  remedy  allowed at law or equity as if
re-entry,  summary  proceedings and other remedies were not herein provided for.
Mention in this Lease of any particular  remedy shall not preclude Landlord from
any other remedy,  in law or in equity.  Tenants hereby  expressly waive any and
all rights of  redemption  granted by order or any present or future laws in the
event of Tenants  being  evicted or  dispossessed,  or in the event of  Landlord
obtaining  possession of the demised premises by reason of Tenant's violation of
the  provisions of this Lease.  Tenants  further waive the provisions of Section
749,  Subparagraph 3 of the Real Property  Actions and  Proceedings  Law and any
successor statute thereto.

     E. In the  event  Tenants  shall  default  in the  payment  of any  rent or
additional rent as above provided,  and such default shall continue for ten (10)
days  after  written  notice  from  Landlord,  or its agent and not be made good
within said ten (10) day period,  then and in such event,  Landlord  may, at its
election, and in addition to any other remedy herein afforded, declare this term
at an end and  accelerate  the rent due for the  entire  Lease  period.  In such
event,  the balance of the minimum rent  reserved  from the date of such default
until the last day of the Lease  period,  shall  thereupon be forthwith  due and
payable. Failure by Landlord to relet the premises shall not be deemed an offset
or defense to recovery of the aforesaid  minimum rent due for the balance of the
term accelerated by reason of Tenant's  default above mentioned.  Landlord shall
be required to give the notice provisions contained in paragraph "12" hereof.
                                       13




     F. If Tenants shall default in the  performance of any provision,  covenant
or condition on its part to be performed under this Lease,  Landlord may, at its
option,  perform the same for the  account  and at the  expense of  Tenants.  If
Landlord  at any time  shall be  compelled  to pay or  elected to pay any sum of
money by reason of the  failure of the Tenant to comply  with any  provision  of
this Lease, or if Landlord incurs any expense,  including reasonable  attorney's
fees in  prosecuting  or  defending  any action or  proceeding  by reason of any
default of Tenant  under this  Lease,  the sums so paid by  Landlord  with legal
interest, costs, and damages shall be due from and be paid by Tenant to Landlord
on demand. All such sums,  including all payments required to be made by Tenants
of any kind under this Lease, shall be deemed additional rent and Landlord shall
have  all  remedies  for the  collection  thereof  that  Landlord  may  have for
non-payment of minimum rent. In the event that the Tenants are successful in any
proceedings  brought pursuant to the provisions  hereof, it shall be entitled to
its reasonable legal fees and costs.

     37. The Tenants represent, warrant and declare that they have been afforded
the  opportunity to make exterior and interior  inspection of the premises which
are the subject of this Lease, that they have either made such inspection of the
said  premises,  or has caused such  inspection of the said premises to be made,
and the Tenants  distinctly  understand  that the  premises  are being leased in
their present condition and state of repair,  and tenants agree that at the time
of closing Tenants will accept the premises in their present condition and state
of repair.

     38.  Prior  to the  commencement  of any  alterations  contemplated  by the
Tenants during the term of this Lease,  the Tenants shall furnish  written plans
and  specifications  therefor to the Landlord and obtain the Landlord's  written
consent thereto, which consent will not be unreasonably withheld.

     (a) The Tenants  will apply for and obtain any and all permits  therefor as
same may be required by any municipal agency or authority  having  jurisdiction,
prior to the commencement of such alterations, and will apply for and secure any
and all  requisite  certificates  of occupancy  or  certificates  of  completion
therefor.

     (b) The  Landlord  and  Tenant  acknowledge  that the  Tenant  contemplates
causing extensive  alterations and renovations to the demised  premises,  at the
Tenants' sole cost and expense.

     The Tenant shall notify the Landlord  upon the  completion of the foregoing
alterations and renovations. Upon inspection by the Landlord that same have been
performed  in a  workmanlike  and  satisfactory  manner,  and of  all  requisite
permits,  completion  certificates and/or  Certificates of Occupancy,  are to be
furnished to the Landlord.

                                       14



     39.  Tenant  represents  and warrants  that Tenant did not consult with any
broker with regard to this  transaction,  and the Tenant agrees to indemnify and
save  harmless the Landlord of any and all  liability,  expense,  loss,  cost or
damage that may arise by reason of any brokerage  claims or demands by reason of
Tenant's acts, and makes this covenant as an express inducement to the Landlord,
intending  that  Landlord  shall rely  thereon  entering  into this Lease.  This
covenant and  representation is irrevocable,  and shall survive the execution of
the within Lease.

     40. If any  provision of this Rider shall be in conflict with any provision
of the printed form of this lease, the provisions of this Rider shall control.


In the Presence of:                     000 Xxxx Xxxxxx Associates,


                                        BY:_____________________________________
___________________                                       , Landlord


                                        Manchester Equipment Co., Inc.,

-------------------
                                        BY:_____________________________________
                                                  Xxxxx Xxxxxxxxx, Tenant